ANALYSIS OF DECREE 168/2025/ND-CP IN COMPARISON TO DECREE 01/2021/ND-CP ON ENTERPRISE REGISTRATION IN VIETNAM

I. INTRODUCTION

Decree No. 168/2025/ND-CP, issued on June 30, 2025, introduces a significant update to Vietnam's enterprise registration framework, replacing Decree No. 01/2021/ND-CP. It represents a more comprehensive, transparent, and digitally integrated approach to business registration. This analysis compares the two decrees to highlight new provisions, structural changes, and their implications for enterprises and investors.

II. KEY DIFFERENCES AND ENHANCEMENTS

1. Expanded Applicability and Scope:

   • While Decree 01/2021/ND-CP primarily applied to domestic organizations, Decree 168 expands its scope to cover both domestic and foreign individuals and organizations, and explicitly includes household businesses.

2. Online Registration and Data Standardization:

   • Decree 168 mandates online registration as the standard and recognizes electronic submissions and digital signatures as legally valid. This contrasts with Decree 01, where electronic filing was encouraged but not institutionalized. It also elevates national data systems as the official legal reference source.

3. Ultimate Beneficial Ownership (UBO) Disclosure:

   • A major innovation under Decree 168 is the compulsory declaration of UBOs—individuals holding or controlling at least 25% of capital or voting rights. Decree 01 did not include any such provision, leaving ownership transparency a regulatory gap.

4. Data Connectivity with Government Agencies:

   • Decree 168 emphasizes data integration with tax, labor, and social insurance agencies, promoting inter-agency collaboration. In contrast, Decree 01 lacked a clear mechanism for such linkages.

5. Stricter Intellectual Property (IP) Name Regulations:

   • Under Decree 168, businesses must ensure their names do not infringe upon registered IP rights. It introduces a transparent dispute resolution mechanism in coordination with IP authorities—a refinement absent in Decree 01.

6. Household Business Legalization:

   • Decree 168 gives household businesses a formal legal identity, database, and registration procedures, unlike Decree 01, which treated them with minimal regulation.

7. Market Transparency and Risk Management:

   • By requiring detailed UBO information and enabling inter-agency supervision, Decree 168 bolsters Vietnam’s capacity to prevent money laundering, illegal investment, and regulatory evasion. This significantly enhances the risk-based governance approach not found in Decree 01.

III. PRACTICAL IMPLICATIONS

• For Enterprises: Decree 168 simplifies administrative procedures through digitalization and offers legal certainty for household businesses. However, compliance with UBO requirements may pose challenges for entities with complex ownership structures.

• For Authorities: The decree strengthens the regulatory ecosystem through data centralization and inter-agency coordination, making enforcement more effective.

• For Foreign Investors: It marks an improvement in regulatory transparency and governance, aligning Vietnam with international norms such as FATF recommendations. Foreign investors will need to ensure ownership reporting structures are adapted accordingly.

IV. CONCLUSION

Decree 168/2025/ND-CP represents a strategic evolution of Vietnam’s enterprise regulatory landscape. In contrast to Decree 01/2021/ND-CP, it offers broader coverage, embraces digital transformation, enhances ownership transparency, and introduces IP safeguards. Its successful implementation will rely on proactive compliance by businesses and seamless coordination among regulatory bodies, reinforcing Vietnam’s position as a transparent and modern investment destination.